BCIC BCP Investment Corporation

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$5.13

BCP Investment Corporation Q3 F2026 Earnings Call Transcript

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Conference Operator
Operator
Good morning and welcome to today's call to discuss the proposed transaction announced between BCP Investment Corporation, a business development company externally managed by Shara Crest Investment Management LLC, an affiliate of BC Partners, and Invescarb Credit Management BDC Inc., a business development company externally managed by CM Investment Partners LLC, an affiliate of Invescarb. We are joined today by Ted Goldthorpe, Chief Executive Officer of BCP Investment Corporation, and Suhail Shaikh, President and Chief Executive Officer of InvestCorp Credit Management, BDC, along with Brandon Satoren, Chief Financial Officer of BCP Investment Corporation, Patrick Schafer, Chief Investment Officer of BCP Investment Corporation, and certain other members of the BCIC and ICMB management team. Before we begin, I would like to note that this call is being recorded and replay information is included in the November 11, 2026 joint press release. Throughout today's call, we will reference an investor presentation that has been posted to the investor relations section of both the BCP Investment Corporation and InvestCard Credit Management BDC website. While we will not directly reference each slide, the remarks will generally follow the structure of the presentation. If you have not done so already, we encourage you to download the presentation for review during the call. Please note that this call is property of BCP Investment Corporation, BC Partners, Invescar Credit Management, BDC, and CM Investment Partners. and any unauthorized rebroadcast of this call in any form is strictly prohibited. Today's conference call includes forward-looking statements and projections, including statements regarding the proposed transaction, the expected timing of closing, the anticipated benefits of the transaction and the combined company's plans with respect to capital deployment, share repurchases and debt reduction. We ask that you refer to the November 11, 2026 joint press release and to each company's most recent filings with the SEC for important brief factors that could cause actual results and events to differ materially from those projections. BCIC and ICMB do not undertake to update our forward-looking statements unless required by law. This call does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, BCIC intends to file with the SAC a registration statement on form N14 that will include a proxy statement of ICMB and a prospectus of BCIC. SPAC holders are urged to read the proxy statement or prospectus and other relevant documents when they become available because they will contain important information about the transaction. I will now turn the call over to Ted Goldthorpe, Chief Executive Officer of BCP Investment Corporation. Please go ahead, Ted.
Ted Goldthorpe
Chief Executive Officer, BCP Investment Corporation
Thank you, and thank you all for joining us.
Ted Goldthorpe
Chief Executive Officer, BCP Investment Corporation
I'm joined on today's call by Suhail Shaikh, President and Chief Executive Officer of ICMB, Brandon Satoren, our Chief Financial Officer, Patrick Schafer, our Chief Investment Officer, and Andrew Munns, Chief Financial Officer of ICMB. As announced yesterday afternoon, BC Investment Corporation has entered into a definitive merger agreement with Invescorp Credit Management BDC, under which ICMB will be merged with and into BCIC, with BCIC continuing as a surviving company. We also released our third quarter results, which Patrick and Brandon will cover later in the call. As many of you know, This will be the fifth merger transaction we've entered into since BC Partners assumed management of BCIC in April of 2019. The first was OHL Investment Corporation, which closed in December of 2019, followed by Garrison Capital in October 2020, Harvest Capital Credit in June 2021, and Logos Ridge Financial Corporation in July 2025. Each of those transactions was completed on the terms and timeline we laid out at the announcement. We believe this transaction further validates our position as a consolidator of choice in a BDC sector that remains highly fragmented at the smaller end of the market. I want to start by outlining the details of the proposed transaction and then walk through the strategic rationale and benefits for both BCIC and ICMB stockholders. I will also spend time on how we intend to allocate capital to the combined company because it's an important part of how we think about creating value in the current market environment. So Hale will also share ICMB's perspective and the process that led the board and special committee to partner with us. For those of you who are following along in the investment presentation, on slide three, we outline details of the transaction. This transaction has been unanimously approved by the boards and directors of both BCIC and ICMB in the case of ICMB upon the unanimous recommendations of a special committee of independent directors. Under terms of the merger agreement, ICMB stockholders receive an aggregate consideration equal to 90% of ICMB's net asset value determined shortly before closing. That consideration will be paid in newly issued shares of BCIC common stock valued at 100% of BCIC's net asset value per share at time of closing. The extent the number of BCIC shares required would exceed 19.99% of BCIC's issued and outstanding common stock immediately prior to closing The excess will be paid to ICMB stockholders in cash. I want to pause on two aspects of that structure. First, BCIC is issuing its share at net asset value, not at market price. Second, because we are acquiring ICMB's net assets at a discount to their closing net asset value, we expect the transaction to be accretive to BCIC's net asset value per share at closing, in addition to being accretive to net investment income over time. The final exchange ratio will be determined by the net asset values of both companies as of the termination date, which will be within 48 hours prior to closing. Both net asset values will be calculated on a consistent basis net of transaction expenses, with each company bearing their own transaction costs. Based on September 30th, 2026 net asset values of both companies, and including current estimates for transaction expenses, ICMB stockholders would receive approximately 0.172 shares of BCIC common stock and approximately 26 cents in cash for each share of ICMB common stock, representing total consideration of $2.49 per ICMB share at BCIC's net asset value. Based on BCIC's closing stock price of $6.56, $6.57 on November 9th, 2026. The transaction values ICMB at approximately $1.38 per share, which represents a 127% premium to ICMB's closing price of $0.61 on the date. Importantly, Investcorp and other ICMB stockholders, including Stifel and ICMB's directors and officers, to together hold approximately 41% of ICMB's outstanding shares have entered into agreements to vote their shares in favor of the transaction. We view that support as a strong endorsement of the transaction by the stockholders who know ICMB best, as well as meaningfully increasing the certainty of closing. Following the closing, the combined company will continue to be managed by Sierra Crest under BCIC's existing investment advisory agreement and will continue to trade on the NASDAQ under the ticker BCIMC and will be led by BCIC's current management team and board of directors. I would now like to turn the call over to Suhail to discuss the transaction from his perspective, from ICMB's perspective.
Suhail Shaikh
President and Chief Executive Officer, Invescorp Credit Management BDC
Thanks, Ted. I'm happy to join you today on behalf of ICMB, our board of directors and its special committee to discuss this transaction with BCP Investment Corporation. As our stockholders know, over the past several quarters, ICMB has faced a challenging set of circumstances. Our size has made it increasingly difficult to absorb the fixed costs of operating as a standalone public company. Our net asset value has declined. And earlier this year, our board made the decision to suspend our quarterly distribution. Throughout that period, our focus has been on preserving value for stockholders, managing our portfolio, maintaining liquidity, and reducing costs, including through fee waivers by our advisors. Against that backdrop, our board formed a special committee of independent directors to review strategic alternatives, and in April, the special committee engaged Houlihan Loki as its financial advisor. That review was comprehensive. The special committee and its advisors contacted a broad range of potential counterparties and evaluated a wide range of alternatives. At the conclusion of that process, and the Special Committee determined that the transaction with BCIC offers the most compelling outcome for ICMB stockholders for several reasons. First, value and certainty. The consideration is based on our net asset value at closing. The BCIC shares our stockholders will receive are valued at BCIC's net asset value and our due diligence gives us confidence in the quality of that net asset value. Second, our stockholders will become owners of a larger, more diversified, and more liquid company with a meaningfully lower expense ratio and one that is currently paying a regular monthly distribution. Third, the BDC Partners platform. Over the course of this process, the BDC Partners credit team demonstrated detailed understanding of our portfolio, a track record of completing four prior BDC mergers on the terms announced, and the ability to deliver certainty of execution. We believe our portfolio companies and our stockholders will be well served under their management. In Vascorp, BDC Holdings Limited, as ICMB's largest stockholder, has agreed to vote its shares in favor of the transaction, and I and the other directors and officers of ICMB have done the same. With that, I will hand it back to Ted.
Ted Goldthorpe
Chief Executive Officer, BCP Investment Corporation
Thank you, Suhail.
Ted Goldthorpe
Chief Executive Officer, BCP Investment Corporation
I would now like to provide an overview of the strategic rationale for the proposed transaction, which is laid out on slide four. First and foremost, we expect this transaction to be accretive to both net asset value per share and net investment income per share. The net asset value accretion is a direct result of the purchase price. The earnings accretion is driven by the elimination of duplicative public company and operating costs and by a lower cost of financing on the acquired assets over time. Second, this transaction adds scale in the way that we think scale matters most for a company of our size. We are not pursuing size for its own sake. Larger equity base allows us to spread a relatively fixed set of public company costs across more assets, increase the flow and trading liquidity of our stock, and broadens our stockholder base. We believe each of those factors has the potential over time to support a higher price for all of our stockholders. Third, ICMB's portfolio is one we know well. It is concentrated in first lien senior secured loans to middle market companies with approximately 82% of the portfolio at fair value and first lien investments across approximately 28 portfolio companies as of September 30th, 2026. As we've done every prior transaction, we tend to rotate the acquired portfolio over time. Following closing, we expect to monetize ICMB's more liquid positions worked through a smaller number of legacy and restructuring positions with the benefit of our team's special situations and workout expertise and retained those investments that fit BCIC's strategies. We have a clear precedent for this. Following our mergers with OHA Investment Corporation and Garrison Capital, we monetized a significant portion of each acquired portfolio at or above fair market value within weeks of closing, and we've continued to reposition the Logan Ridge portfolio since that transaction closed last year. Fourth, ICMB stockholders will benefit from the fully integrated BC Partners platform, which gives access to industry diligence, sourcing relationships, and expertise built over 40 years of private market investing. We believe our differentiated middle market lending strategy, including our ability to capitalize on attractively priced sponsor and non-sponsor opportunities, will lead to better long-term performance and a more stable net asset value. Finally, I want to touch on liabilities. BCIC's liability structure is flexible. We have a revolving credit facility with key banks that we upsized to $150 million of committed capital capacity and extended to 2031 earlier this year, together with a ladder of unsecured notes. At or shortly following closing, we expect to repay ICMB's revolving credit facility and to redeem ICMB's 2029 notes, which we expect will reduce the cost of financing on the acquired portfolio. Our objective is to right-size liabilities of the combined company to the size of the balance sheet and its investment strategy going forward. We are, in short, using the benefits of scale on both sides of the balance sheet. Before reviewing our Q3 results, I want to speak directly about how we intend to allocate capital between now and closing as a combined company. This is outlined on slide five. Our stock trades at a significant discount in asset value. We've said on prior calls that we do not believe the discount reflects our underlying value of our portfolio, and we've acted on that view through maintaining a consistent open market repurchase program for the last several years and through the tender offer that we completed in December of last year. We're also mindful that, in the current environment, the returns available on new investments need to be measured against the returns available from buying our own portfolio at a discount and from reducing our borrowings. With that in mind, we intend to take a deliberately measured approach to new capital deployment. In the near term, we expect to slow the pace of new investments and to be highly selective in new investments we do make, prioritizing support for existing portfolio companies and only those new opportunities that offer compelling risk-adjusted returns relative to our other uses of capital. Instead, we intend to direct the proceeds we receive from low repayments, payoffs, and sales towards two priorities.
Patrick Schafer
Chief Investment Officer, BCP Investment Corporation
First,
Ted Goldthorpe
Chief Executive Officer, BCP Investment Corporation
is repurchasing our shares in the open market. When a stock trades at a meaningful discount to net asset value, every share we repurchase is immediately accretive to net asset value per share for our continuing stockholders. In our view, there are few investments available today to us that offer a comparable return with comparable certainty. The board has previously authorized a share repurchase program of up to $10 million through March 31st, 2027, and we intend to be active under that program as well as future programs and David Schafer. We have an asset coverage ratio of 157%. We tend to use our payment proceeds to reduce outstanding borrowings. Lower leverage reduces our interest expense, increases our cushion against market volatility and more flexibility in how we finance the combined company in and after closing. This approach applies equally for the IEMB portfolio. As we monetize and rotate the acquired assets following closing, we expect to apply those proceeds in the same discipline way. First, to reducing the combined company's leverage to within our target range of 1.25 to 1.4 times and to share the repurchases and only then to new investments that clear the bar I just described. I want to be clear about what this is and what it is not. This is not a change in our investment strategy. This is not a reflection of the opportunity set in front of VC Partners' credit platform, which remains attractive. It's a judgment that, with our stock where it is today, the best risk-adjusted use of each incremental dollar of our stockholder's capital is to buy back stock at a discount and delever the balance sheet. will continue to evaluate that judgment each quarter, and as the discount narrows, we'd expect that balance to shift more towards new originations. Put simply, we believe the combination of an accretive acquisition, a lower cost structure, a smaller and less levered balance sheet relative to our equity, and a reduced share count is the most direct path to growing net asset value per share and earnings per share, and ultimately to closing the gap between our stock price and the value of our portfolio. will review financial results. Thanks, Ted.
Patrick Schafer
Chief Investment Officer, BCP Investment Corporation
Turn to the third quarter of 2026, activity in our core market remained relatively subdued during the quarter. We are starting to see transaction volumes improve. Sponsors look to monetize aging investments, although the pickup has not yet translated meaningfully into the lower middle market. At the same time, we think the environment has become somewhat more attractive for lenders, particularly where we focus, which is companies with $15 to $50 million of EBITDA and a focus on non-sponsored and non-traditional sponsored situations. and David Schafer. The broader market remained relatively stable during the quarter, and on average, an increasing number of companies in our market are reporting revenue and EBITDA growth. Having said that, we continue to see dispersion across borrowers, sectors, and vintages with stress more concentrated in certain 2021 and 2022 vintages and select software credits. While we believe the credit environment in our core market remains stable, Benchmark rates increasing have slowed M&A activity and we continue to monitor certain advantages of loans as either potential investment opportunities or those within our portfolio for active management and rotation. As a result of the lower activity level during the third quarter, our investment activity remained measured and selective. We completed three follow-on investments during the period and no investments to new borrowers. Originations for the quarter were 3.1 million dollars. resulting in net repayments and sales of approximately $5.8 million. Turning to slide 10, the overall yield on par value of new debt investments during the quarter was 11.4%. This compared to a 12.1% weighted average annualized yield excluding income from non-approvals and collateralized loan obligations as of September 30, 2026 and a weighted average annualized yield of 12.0% as of June 30, 2026. Bring to slide 11, our non-approval profile continued to improve on a fair value basis during the quarter. At the end of the quarter, we had 10 investments on non-approval status attributable to seven portfolio companies, representing 2.8% and 6.0% of the portfolio at fair value and amortized cost, respectively. This compared to 11 investments attributable to seven portfolio companies on non-approval status as of June 30th, 2026. represented 3.1% and 5.7% of the portfolio at fair value and cost respectively. While we continue to work through these positions, the reduction in both the number of non-recrual investments and the fair value exposure represents continued progress. On slide 12, excluding our non-recrual investments, an aggregate debt investment portfolio of $323.4 million at fair value represented a blended price of 87.9% of par value and 80% of that portfolio was comprised of first-name loans at par value. Assuming par recovery and our September 30th, 2026 per values imply approximately $44.3 million of incremental NAV value or a 27.3% increase to NAV. Applying an illustrative 10% default rate and 70% recovery rate, the debt portfolio would imply approximately $2.69 per share of incremental NAV for a 20.5% increase as it rotates. I'll now turn the call over to Brandon to further discuss our financial results for the period.
Brandon Satoren
Chief Financial Officer, BCP Investment Corporation
Thanks, Patrick. For the quarter ended September 30th, 2026, the company generated $13.9 million in investment income compared with $15.2 million in the prior quarter. The decrease primarily reflects a smaller income producing portfolio following net repayments and sales during the quarter. For the same period, total expenses were approximately $9.3 million compared with $9.6 million in the prior quarter. The decline in expenses was primarily driven by lower financing costs, including the benefits of the refinanced KeyBank credit facility, as well as lower management fees during the period. Accordingly, our net investment income for the third quarter of 2026 was approximately $4.6 million, or 37 cents per share, compared with $5.5 million, or 45 cents per share, in the prior quarter. for net investment income, which excludes merger-related purchase discount accretion for the third quarter was $2.9 million or 24 cents per share compared to $3.3 million or 27 cents per share for the second quarter of 2026. As of September 30th, 2026, net asset value totaled $162.7 million compared with $179.5 million at June 30th, 2026. NAV per share declined to $13.13 per share from $14.49 per share. The decline in NAV during the quarter was primarily driven by unrealized mark-to-market declines on the portfolio. At quarter end, outstanding borrowings totaled $282.4 million in principle, compared with $286.1 million as of the prior quarter, with an asset coverage ratio of 157% compared to 162% as of June 30th. The weighted average interest rate on debt outstanding was approximately 7%. Additionally, as previously disclosed during the quarter, we amended the KeyBank credit facility to increase the commitment to $150 million from $75 million. reduced the applicable spread by 30 basis points during the revolving period to SOFR plus 2.5% and extended the revolving period to August 2029 and maturity to August 2031. The incremental borrowing capacity under the new KeyBank credit facility was then used to repay and terminate the Great Lakes revolving credit facility. Accordingly, as of September 30th, $100.4 million was outstanding under the KeyBank facility, leaving approximately $49.6 million of undrawn commitments subject to barring base availability and other restrictions. Finally, subsequent to quarter end, on October 3rd, 2026, we repaid the remaining $10 million of 2026 notes at par, eliminating all 2026 maturities. With that, I will turn the call back over to Ted.
Ted Goldthorpe
Chief Executive Officer, BCP Investment Corporation
Thank you, Brandon, and thank you, Suhail.
Ted Goldthorpe
Chief Executive Officer, BCP Investment Corporation
I also want to thank the ICMB board, its special committee, and the InvestCorp team for their partnership throughout this process. I want to reiterate that our excitement around this transaction and the benefits we believe both ICMB and BCIC stockholders will derive from it. In conclusion, we believe the combined company will benefit from accretion in net asset value closing, reduction in public company costs spread across the larger base, lower financing costs in the acquired portfolio, and increased float in trading our stock. And we intend to pair those benefits with disciplined approach to capital, a slower pace of new deployment, and the use of repayment proceeds to repurchase our shares in the open market and pay down debt. We believe this transaction further solidifies BCIC as an acquirer of choice in the BDC market. We look forward to updating you on our progress in the coming months.
Patrick Schafer
Chief Investment Officer, BCP Investment Corporation
Thank you for attending our call.
Ted Goldthorpe
Chief Executive Officer, BCP Investment Corporation
And as always, please feel free to reach out with any questions which we're happy to discuss. We look forward to speaking to you again in the new year when we announce our fourth quarter and year-end results. Thank you very much.
Conference Operator
Operator
Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.